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Home My WebLink AboutHA38940 - FY19-20 - Roof Repairs-Related SvcsSTAFF REPORT PALM DESERT HOUSING AUTHORITY HOUSING DEPARTMENT MEETING DATE: June 27, 2019 PREPARED BY: Jessica Gonzales, Senior Management Anal4( REQUEST: Authorize the award of contract No. HA 38940 to Garland/DBS, Inc., for roof repairs and related services at the Palm Desert Housing Authority properties in a total annual amount not to exceed $75,000. Recommendation By Minute Motion, that the Authority Board, 1) Authorize the award of Contract HA 38940 to Garland/DBS, Inc., for roof repairs and related services (includes costs for roof repairs, permit fees for those repairs that may require one and other repair related costs) at the Palm Desert Housing Authority properties for a term of three years under the U.S. Communities Agreement Contract No. 14-5903 pursuant to Section 3.30.160 of the City of Palm Desert Municipal Code in a total annual amount not to exceed $75,000; and 2) Authorize the Palm Desert Housing Authority's Legal Counsel to negotiate and finalize an agreement with Garland/DBS, Inc.; and 3) Confirm participation with the U.S. Communities Government Purchasing Alliance ("U.S. Communities"); and 4) Authorize the Chairman and/or the Executive Director to execute the Agreement and any documents necessary to effectuate the actions taken herewith. Monies have been included in the FY 2019/2020 proposed Palm Desert Housing Authority's operating budget, in the appropriate Authority accounts for each property. Housinq Commission Recommendation The Housing Commission will review this recommendation at its regular meeting of June 12, 2019. Upon request, a verbal report will be provided at the Authority's regular meeting of June 27, 2019. Strateqic Plan This request does not apply to a specific strategic plan goal. June 27, 2019 — STAFF REPORT Housing Authority — Award of Contract to Garland (PDHA Roof Repairs) Page 2 of 3 Background Analvsis On September 10, 2016, the Authority approved a contract with Garland/DBS, Inc. ("Garland") for the purpose of providing roof and deck management assessment and related services for the Authority properties for a six month term with two one-year extensions taking the contract through June 30, 2019. With the recent rains, several properties (which include Sage Crest Sr. Apartments, One Quail Place, Las Serenas and Taos Palms) have had roof leaks affecting some of the units' interior. Although the immediate need to address and repair fall under emergency work, it is very difficult to obtain roofing companies to perform the emergency repairs necessary due to a limited availability of companies that meet the prevailing wage requirements that still apply in an emergency circumstance. Since Garland has been meeting the prevailing wage requirement and performing satisfactorily under its current contract obligations, the Authority desires to enter into a new contract. Under the provisions set forth in the City of Palm Desert Municipal Code ("Municipal Code"), Section 3.30.160 (L), the Authority may obtain routine and recurring services, supplies, and maintenance by adopting a procedure approved by the City Manager. The roof repairs and related services and products intended to be solicited from Garland/DBS, Inc. ("Garland"), have been accepted as routine and recurring. Further, the provisions of the Municipal Code Section 3.30.160 (E), allow the Authority to participate as a government entity with U.S. Communities ("U.S. Communities") Agreement Contract No. 14-5903 (Active from January 1, 2015 through December 31, 2019; a copy is on file with the City of Palm Desert's City Clerk's Office.), under their cooperative pricing for roof repairs and related services provided by Garland through their "DryZone" Services Program at the Authority properties. Garland has confirmed it will provide to the Authority, as a participating entity, the U.S. Communities contract terms, products, product warranty, services and pricing. Under the U.S. Communities established pricing, the three year contract with the Authority's discretion to extend the contract for two one-year extensions, would be in a total annual amount not to exceed $75,000 for Garland to complete roof repairs which may be necessary for any unforeseen issues (i.e., leaks, etc.) that include materials and competitively bid project -specific labor through the "DryZone" program. Small individual repairs typically have ranged from $750.00 to $2,500.00 per occurrence, with larger comprehensive repairs ranging from $10,000 to $15,000. There was no increase in cost from the current contract, and the proposed pricing for services through June 30, 2020 will remain the same. Increases, if any, during the term, will be pursuant to the terms of the U.S. Communities contract including any prevailing wage adjustments to labor rates. Staff has reviewed and determined that the proposed costs are reasonable and in accordance with the current market conditions. June 27, 2019 — STAFF REPORT Housing Authority — Award of Contract to Garland (PDHA Roof Repairs) Page 3 of 3 Staff recommends that the Authority enter into a new contract with Garland for these repair services for a three year term with the option of two one-year extensions for the Properties, effective July 1, 2019 through June 30, 2022. The Contract will be in a total annual amount not to exceed $75,000 including any additional costs related to the repairs services (i.e., permits fee, etc.). Fiscal Analvsis Approval of staff's recommendation to authorize award of contract with Garland would result in an expenditure in a total annual amount not to exceed $75,000 including any additional costs related with the repairs services (i.e., permits fee, etc.) which will be paid from the annual Authority's proposed operating budget. LEGAL REVIEW DEPT. REVIEW FINANCIAL CITY MANAGER REVIEW N/A Robert H. Hargreaves J et Moore a t Moore Lauri Aylaian City Attorney Director of Finance Director of Finance City Manager CONTRACTOR: Garland/DBS, Inc. 3800 East 91 st Street Cleveland, Ohio 44105 ATTACHMENTS: Garland/DBS, Inc.'s "DryZone" Program Proposal (dated May 1, 2019) DRAFT Contract HA38940 JLT Proposal To: PALM DESERT HOUSING AUTHORITY A9 i" Leak Response Repair Services 52-CA-190042 Presented By: Garland/DBS, Inc ® 2014, Gar€and/DBS, Inc." - All rights reserved 3800 East 91st Street, Cleveland, Ohio 44105 Toll Free: (866) 327-0306 Fax: (216) 883-2055 Garland/OBS, Inc. 3800 East 91 "'Street �p Cleveland, OH 44105 D D S Phone: (300) 762-8225 Fax: (21 fi) 883-2055 April 20, 2018 Ms. Jessica Gonzales, The City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Re. Palm Desert Housing Authority Leak Response and Repairs Ms. Gonzales, Garland/DBS, Inc. (GDI) is pleased to present you with the following proposal. We have the resources to provide facility/state/nation-wide roof assessments, inspection and leak repair services. We have completed more than five hundred million square feet of roof evaluation work through our Dry Zone" service packages. These have been completed for thousands of satisfied customers including the GSA, All branches of the US armed forces, Lockheed Martin, Cummins Engine, Goodyear, Eaton Corporation, FedEx, Capital One Bank, various cities, municipalities and educational facilities around the United States. Our Dry Zone program of services was established to help our customers manage their roof and building enclosure maintenance and replacements more effectively. Customers who use this service are typically looking to meet one or many of the goals below: • Formalize a Standard Program Across All Facilities • Enlist a Team of Experts to Provide the Best in Efficiency and Qualified Experience • Build a History of Building Performance • Define and Qualify a List of Priorities • Reduce Reactive Expenditures Develop a Long Term Budget Plan Extend the Service Life of Facilities Ensure Consistent Delivery Our services aim at developing and managing a database of all your roofing assets so that the information is online and at your fingertips. The Dry Zone database is an on-line, fully integrated, proactively maintained, and completely customizable asset management program with reporting capabilities that help you to better manage information, ultimately saving you time and money. After reviewing the enclosed proposal with scope of services and pricing, should you have any questions please feel free to contact Jason Busanovitch at 951-300-8377 or myself if you would like to discuss in further detail. We appreciate the opportunity to provide this quote to you and look forward to serving you. Respectfully submitted, O" / Frieda Rodriguez Project Manager Office: 216.430.3532 Email: frodriauez0aarlandind.com Page 2 Scope of Services The sco a cal �voi-k �is described below is for the following location s: Palm Desert Housing Authority BuIldWLIst California Villas 77-107 California Drive Desert Pointe 43-805 Monterey Avenue Laguna Palms 73-875 Santa Rosa Way Neighbors 73-535 Santa Rosa Way One Quail Place 72-600 Fred Waring Drive Palm Village 73-650 Santa Rosa Way Taos Palms 44-830 Las Palmas Avenue Santa Rosa 73-625 Santa Rosa Way Candlewood 74000-74002 Shadow Mountain Catalina Gardens 73-600A Catalina Way La Rocca Villas 42-135 Golden Eagle Lane Las Serenas 73-315 Country Club Drive The Pueblos 73-695 Santa Rosa Way Sagecrest Senior 73-81 Santa Rosa Way Carlos Ortega Villas 77-915 Avenue of the States Leak Response Repairs Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 Palm Desert, CA 92260 The leak response service ensures emergency contact within 48 hours and repair service within 72 hours. All leaks and repairs are recorded in the Dry Zone database that helps prioritize and manage all roof areas for our clients. One of the greatest benefits of leak response is that you have a history of where your leaks are occurring and haw much you are spending to correct them. Leak Response program services include: • On demand building envelope repair services ■ Email reporting system alerts GDI and authorized contractors of leaks and repairs ■ Emergency response to service calls within 48 hours or less, non -emergency response within 72 hours • Competitive labor and material rates guaranteed for calendar year • Before and after pictures, scope of work performed, and invoicing are uploaded to the work order report on the Dry Zone Database • Not to exceed amount established for repairs requested through the program • Recommendations for improved performance provided when frequent leaks occur • Dry Zone Database creation and access Page 3 one" The Program includes an electronic leak reporting mechanism through which the Customer can notify GDI, the local Garland sales representative, and the Authorized Contractor to initiate immediate response and corrective action should a leak occur. In the event of a leak or other roofing problem, Customer will notify GDI via the electronic reporting system as established for the Program via email at palmdesertha@garlandind.com. Upon notification, the response from GDI will be as soon as possible, with best efforts within 48- 72 hours. When responding to a reported leak, GDI and/or the Authorized Contractor will inspect the leak area, determine the cause, and arrange for the repairs. Repair costs will be billed to Customer on a time and material basis. Repairs performed on roof areas are to temporary maintain the roof, not provide a permanent solution. As each repair is completed, updates will be made to the Program database to include information regarding the condition of the roof, the nature of the repairs, and photos to help visually verify the information provided. For leaks on roof areas with Garland warranties, an Authorized Contractor will perform repair and bill Garland for work performed. If the cause is neglect or damage outside the terms and conditions of the Garland warranty, repair costs will be at the Customer's expense on a time and material basis. Page 4 The Dry Zone Database The key component to creating a successful Dry Zone Program is the development of an all - encompassing database. The Dry Zone database allows you to store, track, and update all the crucial information necessary to best maintain your asset inventory. Reports are customizable and available in a variety of formats based upon the customer's needs. The Dry Zone database services include: • General ■ Robust functionality ■ User friendly interface ■ Central location for all asset documentation ■ 24/7 online access Budgets, Expenditures, and Solutions = Presentation quality reporting capabilities ■ Capital expenditure budgeting, short and long term • Online access allows budget revisions as needs change ■ Roof replacement and repair options with comparative analysis for various systems • Work history documentation of repairs, renovations and replacements ■ Life -Cycle costing module ■ Energy savings calculator • Work Order and Project Tracking ■ Work order tracking and reporting ■ Timely updates and job inspection reports • Photo logs to help visually verify the services performed ■ Online 24/7 emergency reporting ■ Comprehensive warranty tracking Data Collection ■ Condition documentation module for roofing, exterior walls, doors and windows ■ Assembly and detail module for roofing system • Photo documentation ■ Visual observation reports ■ Work history documentation for repairs and replacements ■ Ability to incorporate 3D aerial roof estimates and measurements based on GPS coordinates ■ Electronic tablet compatibility Page 5 Pricing Leak Response Repairs 7 W2, V. + L Leak Response is billed according to time and material. Time and material rates have been bid out to a qualified contractor for each location and are guaranteed from July 1, 2018 through June 30, 2019. The total Base Contract compensation shall not exceed $75,000 and each occurrence shall not exceed $3,000 without the Authority's written authorization. *Rates are on the following page. Page 6 Our Subcontractor, Commercial Roofing Systems, Inc., will provide repair services for the above mentioned Iocations based on time and material rates listed below until June 30, 2419: Dry Zone Leak Response Repairs Program Repair Time & Material Rates Contractor Name: - Garland DSS, Inc. Contractor Address: 3800 East91st Street Cleveland, OH 44105 Project: Palm Desert Housing Authority Date: -- - une 21, 2017 Trade Classification Description Cost per Hour Normal Working $136.80 Hours (7am-6pm) Roofing Foreman Off Hours / Saturdays $186.96 Holidays / Sundays $223.44 Normal Working $125 4Q Hours (7am-6pm) Roofing Installer Off Hours / Saturdays $172.14 Holidays / Sundays $185.82 Material Mark Up (Non -Labor Cost) 14% Trip Charge $114.00 In witness whereof, authorized representatives of each party to this Contract, indicating their party's approval of the terms herein, have signed as of the dates set forth below. Garland/DBS, Inc. Signature: Name: Date: The City of Palm Desert Signature: Name: Date: Page 8 Terms and Conditions 1. Agreement: Endorsement of this proposal constitutes agreement between parties to provide and receive services as described. 2. Cancel ]ation/Termination: The Agreement may be cancelled by either party upon thirty (30) days' written notice to the ather party. Upon premature cancc] Iat€on of the Agreement, all funds paid by 0wner to GDI, above and beyond costs incurred, includ€ng administrative overhead and profit, will be refunded by GDI to Owner. 3. Limitation of Liability: This Agreement does not take into consideration, nor does GDI take responsibility for the quality of the building design or con structian. GDI is under no circumstances liable for damages to the structure or incidental or consequential damages including, but not limited to, damages to the building or the contents of the building. 4. Leak Response: The obligation of this Agreement is to provide services related solely to the temporary leak repair of the roofing system as specified in the first paragraph of this Agreement and GDI is n a t obligated to maintain, repair, service, replace, operate, a assure the ape ratian of any device, system, or property belonging to the Owner or any third party. In order to protect Owner from loss, resulting from damage to, or destruction of roof system, Owner will include such system in the coverage provided in its liability and fire insurance policies. Leak response as described above does not release or replace the Owner's responsibility for keeping debris from roof drains, gutters, through -wall scuppers, and roof surface to allow for proper drainage. Owner may pay for additional housekeeping and debris removal or assume responsibility for such services. S. Preventive Ma€ntenance: Terms of this Agreement shall be for roof preventive maintenance services for the term specifically as detailed above. The Owner's upfront payment will ensure access to the on-line Program and preventive maintenance services as detailed above. The Agreement shall be cancelable by either party upon thirty (30) days written notice to the other party. Upon premature cancellation of the Agreement, all funds paid by Owner to GDI, above and beyond costs incurred, including administrative overhead and profit, will be refunded by GDI to the owner. 6. This Agreement does not take into consideration, nor does Gar] and take responsibility for the quality of the building design or construction. Garland shall under no circumstances be liable for damages to the structure, incidentals a consequential damages including, but not limited to, damages to the building or the contents of the building. 7. The obligation of this Agreement is to provide services related solely to the maintenance of the roofing system as specified in the first paragraph of this Agreement and GDI is not obligated to mainta€n, repair, service, replace, operate, or assure the operation of any device, system, or property belonging to the Owner or any third party to which such specified systems are attached. In order to protect Owner from loss, resulting from damage to, or destruction of roof system, Owner shall include such system in the coverage provided in its Ilability and fire insurance policies. B. Roof housekeeping and preventive maintenance as described above dues not release or replace the Owner's responsibility for keeping debris from roof drains, gutters, through -wall scuppers, and roof surface to allow for proper drainage. If the timing of the "The Work" as provided under this Agreement is insufficient to maintain the integrity of the roofing system, the Owner shall pay for additional housekeeping and debris removal or assume responsibility For such services. 9. indemnification: Each party shall indemnify, defend and hold harmless the other party and its directors, officers, agents and employees, with respect to any and all liabilities, losses, claims, suits, damages, taxes, charges and demands of any kind and nature by any party which the indemnified party may incur or suffer as a result of any cause of action relating to or arising out of the indemnifying party's negligent acts a amissions. The indemnifying party shall not have an obligation to indemnify, defend and hold harmless the indemnified party for any liabilities, losses, claims, suits, damages, taxes, charges or demands of any kind or nature arising out of any negligent acts or omissions of the indemnified parry. GDI agrees to indemnify, defend, and hold Owner harmless from any and all third party claims and lawsuits, including payment of all damages, expense, costs, and attorney's fees, related solely to GDI's negligent acts or omissions. GDI will comply with terms and conditions set forth in the executed Site Access Agreement (Contract No, HA34740) dated September 10, 2015. 10. Governing Law: This Agreement is construed under and in accordance with the laws of the State of Ohio. Page 9 one 11. Severability: In the event that any one or more of the provisions contained in this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision thereof, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Page 10 DRAFT FOR DISCUSSION - CONTRACT NO. HA 38940 PALM DESERT HOUSING AUTHORITY ROOF REPAIRS AND RELATED SERVICES CONTRACT NO. HA 38940 1. INTRODUCTION 1.1 Parties and Date. This Contract is made and entered into this 27T" day of June, 2019, by and between the Palm Desert Housing Authority ("Authority") and Garland/DBS, Inc., ("Contractor") for on -call maintenance services for the Authority's Roof Repairs and Related Services Contract No. HA 38940 . Authority and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 1.2 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: DryZone Proposal for Leak Response Services dated inclusive of Scope of Services and Schedule of Services (Exhibit A) and Compensation (Exhibit B). 1.3 Cooperative Procurement. This Contract is entered into pursuant to City of Palm Desert Municipal Code section 3.30.260, which authorizes participation with other governmental agencies who have, through a bidding process, determined to award or purchase goods and/or services from Contractor. 1.3.1 Proaram. The purchase has been made through U.S. Communities Government Purchasing Alliance Contract No. 14-5903, a program for the procurement of goods and services for governmental agencies. Documents related to the procurement of this Contract shall be made available to Authority upon request. 1.3.2 Piaavback Contract. Contractor entered into a contract with Cobb County, Georgia dated September 14, 2014 for Roofing Supplies and Services, Waterproofing and Related Products and Services (the "Piggyback Contract"). Contractor represents and warrants that the Piggyback Contract was entered pursuant to a competitive procurement process consistent with the laws of California. Contractor shall provide goods and services under this Contract at the same prices and terms as established in the Piggyback Contract. Contractor represents and warrants that it is not currently providing the same or similar goods or services for lower prices than those established in the Piggyback Contract. 2. AGREEMENT TO PROVIDE ON -CALL OR AS -NEEDED SERVICES 2.1 Scope of Services. Upon request, Contractor promises and agrees, at its own cost and expense, to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Roof Repairs and Related Services, including all structures and facilities necessary for the work or described in the Contract (the "Work"). The Work is more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Work shall be subject to, and performed in accordance with this Contract. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor shall be responsible for securing City of Palm Desert ("City") business license(s), building permits, and any other licenses or permits necessary to perform the Work. DRAFT FOR DISCUSSION - CONTRACT NO. HA 2.1.1 Work Orders. The Authority may order Contractor to perform any of the Work identified in the scope of services by issuance of a written Work Order. Upon receipt of a Work Order, Contractor shall perform all Work expeditiously and shall promptly commence and complete the Work within a reasonable time or within the time set forth in the Work Order. In the event of emergency work, Contractor shall respond within forty-eight (48) hours or less, all other repair response service shall be as provide in the scope of services. 2.1.2 Extra Work. At any time during the term of this Agreement, Authority may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by Authority to be necessary but which the parties did not reasonably anticipate would be necessary at the execution of this Contract or the issuance of the Work Order. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Authority. 2.1.3 Term. The term of this Agreement shall be from July 1, 2010 to June 30, 2022, unless earlier terminated as provided herein. The Authority shall have the unilateral option, at its sole discretion, to renew this Contract annually for no more than Two (2) additional one-year terms. 2.2 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total annual compensation shall not exceed Seventy Five Thousand Dollars and Zero Cents ($75,000). However, each occurrence shall not exceed Three Thousand Five Hundred Dollars and Zero Cents $3,000 without the Authority's written authorization and the contingency is not part of the base contract and can only be used with written authorization of the Authority for unforeseen changes or permit fees required. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement or as agreed to by the Parties in writing. Contractor shall not be reimbursed for any expenses unless identified in Exhibit "B" or authorized in writing by Authority. 2.3 Accountina Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow Authority to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Contract. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Contract for a period of three (3) years from the date of final payment under this Contract. 2.4 Parties' Representatives. The Authority hereby designates Jessica Gonzales, Senior Management Analyst and/or Teresa Vakili, Southern Regional Vice President with RPM Company, or his/her designee, to act as its representative for the performance of this Contract ("Authority's Representative"). Authority's Representative shall have the power to act on behalf of the Authority for all purposes under this Contract, and Contractor shall not accept direction or orders from any person other than the Authority's Representative or his/her designee. Before starting the Work, Contractor shall submit in writing the names, qualifications and experience of its proposed representative ("Contractor's Representative") and any proposed designee(s), all of whom shall be subject to the review and approval of the Authority. The Contractor's Representative and his/her designees shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract, shall supervise and direct the Work using their best skill and attention, and shall be responsible for the satisfactory 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA coordination of all portions of the Work. Contractor's Representative or his/her designee shall be present at the Work site at all times that any Work is in progress. 3. PAYMENT AND TERMS 3.1 Monthly Invoices. Each month, Contractor shall submit to the Authority an itemized application for payment in the format supplied by the Authority indicating the Work completed. Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Authority shall review the request and pay all undisputed amounts within 30 days. No payments will be made for Work not completed in accordance with this Contract. 3.2 Deductions. Authority may deduct or withhold, as applicable, from each progress payment an amount necessary to protect Authority from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the work by Contractor; (3) sums representing expenses, losses, or damages as determined by the Authority, incurred by the Authority for which Contractor is liable under the Contract; and (4) any other sums which the Authority is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Authority to deduct any of these sums from a progress payment shall not constitute a waiver of the Authority's right to such sums. 3.3 Independent Contractor; Control of Subordinates. The Work shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the work subject to the requirements of this Contract. Authority retains Contractor on an independent contractor basis and not as an employee. All persons performing Work shall not be employees of Authority and shall at all times be under Contractor's exclusive direction and control. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Upon Authority's request, Contractor shall provide Authority with the identification information of any person performing Work and shall provide information related to the license, registration, and other qualifications of subcontractors. This section does not authorize the subcontracting of any part of the Work. 3.4 Termination. This Contract may be terminated by Authority at any time by giving Contractor three (3) days advance written notice. In the event of termination by Authority for any reason other than the fault of Contractor, Authority shall only pay Contractor for Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, Authority may terminate the Contract immediately without notice, may reduce payment to the Contractor in the amount necessary to offset Authority's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. Authority may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA 4. WORK SITES 4.1 Inspection Of Site. Contractor shall visit sites where Work is to be performed and shall become acquainted with all conditions affecting the Work prior to commencing the Work. Contractor shall make such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances —time or money —will be allowed as to such matters after commencement of the Work. Unless expressly stated otherwise in the Special Conditions or Specifications, Contractor acknowledges that Work sites are occupied residential communities and that Work shall be completed in a manner that ensures minimal resident impact. 4.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Work. Errors, inconsistencies or omissions discovered shall be reported to the Authority immediately and prior to performing any Work or altering the condition. 4.3 Removal of Waste and Debris. Contractor shall remove at its own expense all rubbish and waste materials resulting from its operations, including any material that may fall in swimming pools, lagoons, or other water features. If on private property, Contractor must obtain permission from the property owner prior to removing debris. All debris must be removed before the end of the day unless otherwise directed by Authority or Authority's agent. 4.4 Notifications to Authoritv and Residents. The Contractor acknowledges that the Authority provides forty-eight (48) hours -notice in advance of the start of any Work that is to occur at any residential unit. Contractor shall provide sufficient notice to the Authority before beginning any such Work so that the Authority may provide timely notice to residents, unless directed otherwise. 4.5 Safety. Contractor shall execute and maintain its Work so as to avoid injury or damage to any person or property. In carrying out its Work, Contractor shall at all times exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 4.6 Paths of Travel. Pedestrian paths of travel must be maintained free of obstructions and hazardous conditions, except where the condition is necessary for completion of the Work. To the extent any portion of the Work requires obstructing pedestrian paths of travel, the Work shall be performed so as to minimize the extent of the obstruction. Where Contractor's operations may create hazardous conditions to pedestrian paths of travel, appropriate signing and barricades shall be installed to safely route pedestrians around the impacted area. The Authority shall be given at least 48 hours -notice prior to the creation of any condition affecting pedestrian paths of travel, unless directed otherwise. 4.7 Water Qualitv Manaaement and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and 4 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the local ordinances regulating discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Contractor shall additionally comply with the lawful requirements of any local agency with jurisdiction over the location where the Work is to be conducted, regarding discharges of storm water to separate storm drain systems or other watercourses, including applicable requirements in municipal storm water management programs. 4.8 Hazardous Materials and Differina Conditions. Except as set forth in the Special Conditions or Specifications, should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes, hazardous substance and hazardous materials as defined in California state or federal law at the Site which have not been rendered harmless, the Contractor shall immediately stop work at the affected area and shall report the condition to the Authority in writing. The Authority shall contract for any services required to directly remove and/or abate PCBs, hazardous substances, other toxic wastes and hazardous materials, and shall not require the Contractor to subcontract for such services. The Work in the affected area shall not thereafter be resumed except by written agreement of the Authority and Contractor. 5. CONTRACTOR'S RESPONSIBILITIES 5.1 Loss and Damaae. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Authority. 5.2 Laws and Reaulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Authority in writing. Any necessary changes shall be made by written change order. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations, the Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold Authority, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to be inserted herein. 5.3 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA being notified in writing by the Authority of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Authority in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Authority may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Authority, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Authority by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Authority. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Authority, the Authority shall have the right to correct and replace any defective or non -conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the Authority for any expenses incurred hereunder upon demand. 5.4 Indemnification. Contractor shall defend (with counsel of Authority's choosing), indemnify and hold Authority and City, their officials, officers, agents, employees and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, to the extent arising out of or incident to any acts, negligence, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. To the fullest extent permitted by law, Contractor shall defend, at Contractor's own cost, expense and risk, with counsel of Authority's choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Authority, its officials, officers, agents, employees and representatives. To the extent of its liability, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Authority or City, their officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse Authority, its officials, officers, agents, employees, and representatives, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782. 5.5 Insurance. 5.5.1 Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Authority that it has secured all insurance required under 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Authority that the subcontractor has secured all insurance required under this section. Without limiting Contractor's indemnification of Authority or City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Authority. 5.5.1.1 General Liabilitv Insurance: Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability, and a $4,000,000 completed operations aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. 5.5.1.2 Automobile Liabilitv Insurance: Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 5.5.1.3 Umbrella or Excess Liabilitv Insurance: Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits of not less than $4,000,000 that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5.5.1.4 Workers' Compensation Insurance: Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) for Contractor 's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Contractor shall require each 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. Contractor shall submit to Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Palm Desert Housing Authority, the City of Palm Desert, their officers, agents, employees and volunteers. Products/completed operations coverage shall extend a minimum of three years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed "by or on behalf" of the insured. Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The Palm Desert Housing Authority, City of Palm Desert, their officials, officers, employees, and agents, shall be included as insureds under the policy. 5.5.2 Insurance for Subcontractors: All Subcontractor's shall be included as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing Subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the Palm Desert Housing Authority and the City of Palm Desert as Additional Insureds to the Subcontractor's policies. Contractor shall provide to Authority satisfactory evidence as required under Insurance Section of this Agreement. 5.5.3 Proof of Insurance: Contractor shall provide certificates of insurance to Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by Authority's Risk Manager prior to commencement of performance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Current certification of insurance shall be kept on file with Authority at all times during the term of this contract. Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. 5.5.4 Duration of Coveraae: Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. Palm Desert Housing Authority, City of Palm Desert and their officers, officials, employees, and agents shall continue as additional insureds under such policies. 5.5.5 Authoritv's Riahts of Enforcement: In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, Authority has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Authority will be promptly reimbursed by Contractor, or Authority will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Authority may cancel this Agreement. 5.5.6 Acceptable Insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of 8 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Authority's Risk Manager. 5.5.7 Waiver of Subroaation: All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Palm Desert Housing Authority, City of Palm Desert, their elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against Palm Desert Housing Authority and City of Palm Desert, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 5.5.8 Enforcement of Contract Provisions (Non Estoppel): Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder. 5.5.9 Primary and Non-Contributina Insurance: All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 5.5.10 Requirements Not Limitinq: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 5.5.11 Notice of Cancellation: Contractor agrees to oblige its insurance agent or broker and insurers to provide to Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 5.5.12 Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the Palm Desert Housing Authority, City of Palm Desert and their officers, officials, employees, and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess liability policies. 5.5.13 Authoritv's Riaht to Revise Reauirements: The Authority reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor a ninety (90)-day advance written notice of such change. If such change results in substantial additional cost to the Contractor, the Authority and Contractor may renegotiate Contractor's compensation. 5.5.14 Self -Insured Retentions: Any self -insured retentions must be declared to and approved by Authority. Authority reserves the right to require that self -insured retentions be 9 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by Authority. 5.5.15 Timelv Notice of Claims: Contractor shall give Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 5.5.16 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 5.5.17 Additional Insurance: Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 5.6 Bonds. 5.6.1 Deliverv. To the extent payment and/or performance bonds are required by law or this Contract such bonds shall be executed or delivered concurrently with this Contract. If required, no payment will be made to Contractor until the bond has been received and approved by the Authority. If the Contractor fails to furnish any required bond, the Authority may terminate the Contract for cause. 5.6.2 Bond Provisions. No change or alteration of the Contract (including, without limitation, an increase in the Total Contract Price), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety of the obligation provided by the bond. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, the Contractor shall, upon request of the Authority, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Authority. The obligations of the surety under the bonds shall continue so long as any obligation of Contractor related to the subject of the bond remains. 5.6.3 Suretv Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety and satisfactory to the Authority. If a California - admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Authority. 10 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA 5.6.4 Pavment Bond. Contractor shall execute and provide to Authority a Payment Bond in the amount of the Thirty Three Thousand Dollars and Zero Cents ($33,000.00) and in a form provided or approved by the Authority. 5.6.5 Performance Bond. Contractor shall execute and provide to Authority a Performance Bond in the amount of the Thirty Three Thousand Dollars and Zero Cents ($33,000.00) and in a form provided or approved by the Authority. 6. LABOR LAWS 6.1 Prevailina Waaes. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et sec.., as well as California Code of Regulations, Title 8, Section 16000, et seg., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Work is being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Authority shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Authority, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The Contractor and each subcontractor shall forfeit as a penalty to the Authority not more than two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any work done by him, or by any subcontract under him, in violation of the provisions of the Labor Code. 6.2 Reaistration. If subject to prevailing wages, this Contract will be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor shall comply with all requirements and regulations from the Department of Relations relating to labor compliance monitoring and enforcement. Pursuant to Labor Code sections 1725.5 and 1771.1, Contractor shall be registered with the Department of Industrial Relations to perform public work throughout the performance of the Work. 6.3 Aimrenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. 6.4 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker. 11 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA 6.5 Pavroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations on a weekly basis and in the format prescribed by the Department of Industrial Relations, which may include electronic submission 6.6 Contractor's Labor Certification. By its signature hereunder, Contractor certifies the following: "I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract." 7. MISCELLANEOUS 7.1 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Contractor: Garland/DBS, Inc. 3800 East 91 st Street Cleveland, Ohio 44105 ATTN: Title: Authority: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Jessica Gonzales, Senior Management Analyst Any notice so given shall be considered received by the other Party forty-eight (48) hours after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 7.2 Anti -Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the Authority all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the Authority tender final payment to the Contractor, without further acknowledgment by the Parties. 12 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA 7.3 Miscellaneous. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. Time is of the essence in the performance of this Contract. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Authority. This Contract shall be governed by the laws of the State of California and shall be performed in Riverside County. This Contract may be executed in counterparts, each of which shall constitute an original. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. 7.3 Precedence. To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor. 7.4 Claims of $375,000 or Less. Notwithstanding any other provision herein, claims of $375,000 or less shall be resolved pursuant to the procedures set forth in California Public Contract Code §§ 20104, et seg. Contractor shall comply with the claim procedures set forth in Government Code section 900 et seq. prior to filing any lawsuit against the Authority. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against the Authority. 8. CONTRACTOR'S CERTIFICATIONS 8.1 Certification of License. Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature. If this Contract is subject to the Prevailing Wage Law, Contractor further certifies that Contractor is currently registered with the Department of Industrial Relations to perform public work. 8.2 Authority to Enter Contract. Contractor has all requisite power and authority to conduct its business and to execute, deliver and perform the Contract. The individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind Contractor. [SIGNATURES FOLLOW ON NEXT PAGE] 13 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA IN WITNESS WHEREOF, EACH OF THE PARTIES HAS CAUSED THIS CONTRACT TO BE EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN. PALM DESERT HOUSING AUTHORITY By: Chairman ATTEST: ma Rachelle D. Klassen, Secretary APPROVED AS TO FORM: LIM Best Best & Krieger LLP General Counsel GARLAND/DBS, INC. By: NAME: TITLE: NAME: TITLE: Contractor's License Number and Classification DIR Registration Number 14 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA ACKNOWLEDGMENT State of California ) ) SS. County of Riverside ) On , 20_ before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) SS. County of Riverside ) On , 20_ before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 15 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA EXHIBIT "A" SCOPE AND SCHEDULE OF SERVICES Exhibit A — 1 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA EXHIBIT "B" COMPENSATION This Contract includes and hereby incorporates in full by reference the Compensation for the Scope of Services to be as provided in the Contract entered into by the Contractor with Cobb County, Georgia dated September 14, 2014 for Roofing Supplies and Services, Waterproofing and Related Products and Services through the U.S. Communities Government Purchasing Alliance Contract No. 14-5903 and the DryZone Proposal for Leak Response Services dated . Contract No. HA In the event that this Agreement is renewed, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles -Riverside -Orange Counties. Exhibit B — 1 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA EXHIBIT "C" PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS, the PALM DESERT HOUSING AUTHORITY (sometimes referred to hereinafter as "OBLIGEE") has awarded to GARLAND/DBS, INC., (hereinafter designated as "CONTRACTOR"), an agreement dated , and described as follows: PALM DESERT HOUSING AUTHORITY ROOF REPAIRS AND RELATED SERVICES CONTRACT NO. HA . (hereinafter referred to as the "Contract"); and WHEREAS, said CONTRACTOR is required to furnish a bond in connection with said Contract, and pursuant to Section 9100 of the California Civil Code; NOW, THEREFORE, we, GARLAND/DBS, INC.,, the undersigned CONTRACTOR, as Principal, and a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the Palm Desert Housing Authority and to any and all persons, companies or corporations entitled to file stop payment notices under Section 9100 of the California Civil Code, in the sum of SEVENTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($75,000), said sum being not less than one hundred percent (100%) of the total amount payable by said Obligee under the terms of said Contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his or its heirs, executors, administrators, successors or assigns, or Subcontractors, shall fail to pay for any materials, provisions or other supplies, implements, machinery or power used in, upon, for or about the performance of the Public Work contracted to be done, or to pay any person for any work or labor of any kind, or for bestowing skills or other necessary services thereon, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said CONTRACTOR and his or its Subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor as required by the provisions of Section 9100 et seq. of the Civil Code, or for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board or Internal Revenue Service from the wages of employees of CONTRACTOR or his or its Subcontractors, the Surety or Sureties hereon will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In addition to the provisions herein above, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to serve stop payment notices under Section 9100 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to Exhibit C - 1 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA the terms of the Contract or to the Specifications. No final settlement between Obligee and CONTRACTOR hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. CONTRACTOR and Surety agree that if Obligee is required to engage the services of an attorney in connection with the enforcement of the bond, each shall pay Obligee's reasonable attorney's fees incurred, with or without suit, in addition to the above sum. IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 20 PRINCIPAUCONTRACTOR: (Typed Name of Contractor) By: (Signature) (Typed Name and Title) (Signature must be notarized) The rate of premium on this bond is $ The total amount of premium charged: $ (the above must be filled in by corporate surety). SURETY: (Typed Name of Surety) By: (Signature of Attorney -in -Fact) (Typed Name of Attorney -in -Fact) (Signature must be notarized) per thousand. IMPORTANT: Surety companies executing bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the work or project is financed, in whole or in part, with federal, grant or loan funds, it must also appear on the Treasury Department's most current list (Circular 570 as amended). THIS IS A REQUIRED FORM. Any claims under this bond may be addressed to: (Name, address and telephone no. of Surety) (Name, address and telephone no. of agent or representative for service of process in California, if different from above) Exhibit C - 2 77802.00000\24392264.1 B13K: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA SURETY ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of AR before me, Personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: PRINCIPAL ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, , Personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Exhibit C - 3 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA EXHIBIT "D" PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That whereas the Palm Desert Housing Authority has awarded to GARLAND/DBS, INC. (hereinafter designated as "Principal"), a contract for: PALM DESERT HOUSING AUTHORITY ROOF REPAIRS AND RELATED SERVICES CONTRACT NO. HA34740B WHEREAS, said Principal is required under the terms of said contract to furnish a good and sufficient bond for the performance of said contract, NOW, THEREFORE, WE, the Principal, and as Surety, are held and firmly bound unto the Palm Desert Housing Authority, hereinafter called the Authority, in the penal sum of SEVENTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($75,000), being 100% of the contract amount in lawful money of the United States of America, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounded Principal, his executors, heirs, administrators, and successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants and agreements in the said contract and any alterations thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Palm Desert Housing Authority, the City of Palm Desert, the successor agency to the Palm Desert Redevelopment Agency, their elected or appointed officers, agents, officials, employees and volunteers, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and virtue. And the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the contract or to the work or the specifications. Should it become necessary for the Authority to institute a lawsuit or any other legal proceeding to enforce the terms and conditions of this bond, then all costs of said proceeding, including attorneys' fees, shall be awarded to the prevailing party. Exhibit D - 1 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA IN WITNESS WHEREOF, identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on this day of , 20 SURETY PRINCIPAL BY: BY: INSURANCE COMPANY and/or AGENT ADDRESS TELEPHONE NUMBER SURETY ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On before me. , Personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Exhibit D - 2 77802.00000\24392264.1 BBK: August 2014 DRAFT FOR DISCUSSION - CONTRACT NO. HA PRINCIPAL ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me,. , Personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Exhibit D - 3 77802.00000\24392264.1 BBK: August 2014